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THORNEY OPPORTUNITIES LTD — Capital/Financing Update 2011
Oct 13, 2011
65940_rns_2011-10-13_f1fdc569-1b10-47fb-b99e-33745cc827f8.pdf
Capital/Financing Update
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14 October 2011
The Company Announcements Office Australian Stock Exchange Limited Level 4, 20 Bridge Street SYDNEY NSW 2000
Wentworth Holdings Limited – Proposed asset sale
Highlights
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Wentworth completes strategic review of its business.
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Proposed sale of rent roll assets.
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Wentworth to pay a 0.5 cents per share (unfranked) dividend for the financial year ended 30 June 2011 on 30 November 2011.
Strategic Review
Over the past 12 months, Wentworth has actively explored a number of opportunities to grow the property management business and expand into related business sectors. In considering various opportunities, the Board was very conscious of undertaking any activity that created additional risk to the business. Concurrently, the Board undertook an internal strategic review of the business and its assets which involved the examination of both growth and asset sale scenarios.
The strategic review concluded that the current businesses and associated assets would be best operated outside the listed public company domain. A sub committee of the board of non–executive directors was convened and the business and assets discretely marketed for sale.
The Board considered a number of offers for the whole business or for discrete business units. During this process, it became overwhelmingly clear that a sale of the whole business was the best outcome for shareholders concerning completion risk and preservation of value.
Proposed sale of rent roll assets
After due consideration, the Board concluded, that subject to shareholder approval, the offer made by Combined Rental Pty Ltd, a company associated with Mr Charles Tarbey (Executive Director), was the most attractive in terms of value and risk and was in the best interests of shareholders.
Transaction details
The key aspects to the offer are:
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Sale price of $18.7 million for the acquisition of certain subsidiaries and controlled entities in the Wentworth Group that hold all rent roll assets and selected other assets and liabilities.
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Consideration to be paid as follows:
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Repayment of Wentworth’s existing bank debt facility of circa $3.5 million.
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A cash payment of circa $13.3 million.
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Deferred consideration of circa $1.9 million.
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Assumption of all employees and associated liabilities and premises by the purchaser.
This sale price values Wentworth at above its current book and market value. In addition, the sale still allows Wentworth to retain its 30 June 2011 carry forward income tax and capital losses of circa $19.9 million and $6.1 million respectively.
After repayment of the existing debt facility, the transaction provides $15.2 million to Wentworth, equating to approximately 6.7 cents per share.
Wentworth Holdings Limited ABN 41 080 167 264
144 Church Street T 03 8591 0500 Brighton VIC 3186 F 03 9592 7607 E [email protected]
5154059_033.doc
Transaction details cont.,.
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The Chairman of Wentworth, Mr Vaughan Webber noted ‘the sale of Wentworth’s business assets to Mr Tarbey is an outstanding result for all stakeholders. Not only does the offer crystallise significant value in cash, it also provides our customers with the staff continuity that is so often lacking in transactions of this type. On completion of the transaction, Wentworth is well position with a strong cash balance to identify new business opportunities that suit a listed environment and will create value for our shareholders.’
Regulatory considerations
A Sale Contract has been signed that is subject to satisfaction (or waiver) of certain conditions precedent, including the following:
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Receipt of an Independent Experts report on the transaction;
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Shareholder Approval; and
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Certain leasehold consents.
It is anticipated that the shareholders meeting required to approve this transaction will be held on or about 30 November 2011. All documentation concerning this meeting, such as the notice of meeting, explanatory memorandum and independent experts report, will be sent to shareholders shortly.
If the sale is approved at the abovementioned meeting and, subject to the satisfaction (or waiver) of the conditions precedent in the Sale Contract, it is anticipated that the transaction will be finalised within 1-2 weeks post meeting (i.e. mid December).
Dividend
As previously announced, Wentworth will pay a dividend of 0.5 cents per share (unfranked) for the financial year ended 30 June 2011. The dividend will be paid on 30 November 2011.
For all queries please contact:
Mr Ron Hollands Company Secretary 03 8591 0520
Wentworth Holdings Limited ABN 41 080 167 264
144 Church Street T 03 8591 0500 Brighton VIC 3186 F 03 9592 7607 E [email protected]
5154059_033.doc